Johann T. and Johanna Hess - Page 6

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          Kucklick contained a covenant by Mr. Kucklick not to compete with           
          HEI during the term of his employment and for 2 years thereafter            
          at any location within a 300-mile radius of South Bend, Indiana.            
          This 2-year covenant not to compete remained in effect under the            
          stockholders agreement.                                                     
               In the 1990 time frame, approximately 50 percent of HII’s              
          overall sales and 80-90 percent of its overall earnings were                
          attributed to HEI.  In 1990, Mr. Kucklick became president of HEI           
          and was responsible for the management and operation of that                
          subsidiary.  At that time, Mr. Hess’s responsibilities shifted to           
          HII’s other subsidiaries.  Customer relationships continued to be           
          one of Mr. Kucklick’s major strengths, and he remained very                 
          involved in sales for HEI.  He was recognized as one of the                 
          foremost experts in the field of wheel-making manufacturing, and            
          under his leadership, HEI had received a number of prestigious              
          awards.                                                                     
               In the second half of 1994, Mr. Kucklick told Mr. Hess that            
          he wanted to sell his shares of HII stock and plan for his                  
          retirement.  In November 1994, Mr. Hess and Mr. Kucklick                    




               3(...continued)                                                        
          limited circumstances identified in the agreement.  One of the              
          principal circumstances identified in the agreement was the death           
          of one of the shareholders.  In that circumstance, the                      
          shareholder’s heirs or estate would receive a put to the                    
          corporation for the formula price stated in the agreement.                  




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